Spider-Man Adventures
by dryskim
Summary: Peter Parker, The Spectacular Spider-Man, follow him during his early days as the wall-crawler.
1. From Russia with Industrial Espionage

Down below on the factory floor roams a security guard, armed with a flashlight. A dozen men just like him patrol the various buildings, offices, and warehouses. Perched up high in the rafters, The Chameleon watched and waited. Dressed in a close-fitting dark outfit that lets him blend in with the shadows rather admirably, and it's not as if a security guard in the monotony of patrolling dusty shelves would think to look up.

The Chameleon has picked this particular guard for his target, due to his distance for his compatriots, and his patrol route compared to the others. For the most part, the other guards are always within sight of each other - this one - disappears out of view for a short period of time.

The Chameleon had timed the pattern, he had a roughly fifteen second window once every half-hour when the guard would leave his normal route to recheck the security doors were still secured. Fifteen seconds to descend from the ceiling, kill the guard, dispose of the body, and assume the routine of the man in question.

Simple thing for a KGB trained infiltrator like himself.

The Chameleon dropped from the rafters, barely making a sound as he landed on the concrete factory floor. While using his pistol would have been more practical and efficient, he needed the guard's uniform unsoiled to complete the next part of his plan.

A garrote is a flexible metal wire used as an assassination weapon which is looped around the target's throat, and pulled taunt, sometimes with a knee in the middle of the back to speed up the process as necessary. The Chameleon, considering his dirty line of work was quite acquainted with the weapon.

The Chameleon wrapped the wire around the guard's throat in one quick and deadly motion, still holding the ends of the wire he crossed his arms to tighten the wire against the guard's throat. The guard tried to fight back for a few short futile moments before his body went limp and his weight slumped back against his assassin.

"Hey, Webb, you okay over there?" one of the guard's companions asks, the cone of light from his flashlight playing over the nearby crates as he comes to investigate the sounds of the scuffle. The guard rounded the corner, washing the aisle with a beam of white light, "Webb?"

Where there formerly The Chameleon and a dead security guard, now stands just one individual, Stark Industries security guard, Marc Webb.

"Yeah, I'm good, Raimi. Must've just been the dark playing tricks on me," Webb explains, "Thought I saw something, just about crapped my pants. Didn't mean to freak you out, man."

Raimi shrugs and says something about the boredom of their employment, something entailing jumping at shadows, and overactive imaginations at play. Webb waits for him to return to his own routine before he cracks a slight grin.

'Webb' turns to his left where the real Webb's body is hidden, stuffed between the cinderblock wall and a heavy ceiling high shelving system. The now disguised Chameleon turns on his heel and heads back towards the security door, plucking his card key off his belt to hold up to the card reader. The lock disengages after a moment with a dull click and The Chameleon strolls through unhindered. The journey from the factory building across to the offices is a short jaunt, taking only about seven minutes to accomplish before The Chameleon lets himself into the building with his 'borrowed' card key. He advances through the darkened hallways, ducking into adjoining hallways where required to avoid roving guards on his way.

Finally, he reached the gleaming double doors leading to the one room worth bothering with. Stark is written out in block letters just above the security keypad, the key card The Chameleon phliffered off the guard isn't compatible with the higher-grade lock so he doesn't even bother trying. While a small amount of explosives would be the fast and dirty option, The Chameleon didn't have the option of letting an alarm sound before he'd secured his objective, so instead he gently pried the key pad's face off, exposing an infinite number of colored wires. The Chameleon retrieved his Spoofer, a roughly palm sized device, which he connected to the internals of the lock. The Spoofer in a period of time spanning roughly two seconds went through every single five-digit number combination staring with 00000 and worked it's way up from there until it found the right combination, the device chimed softly to indicate it had completed it's task. The Chameleon eased the office door open and stepped inside.

The office was massive, being larger than some apartments in Manhattan. A massive desk with modern stylings filled a portion of the room, a pair of chairs placed in front of it while the desk itself is presided over by a high-backed leather swivel chair. Along the walls were floor to ceiling bookcases, though the Russian scoffed at the idea of Stark reading anything during the time he reigned over the office. Of course, his death didn't exactly give him much time for leisurely reading.

The Chameleon, still impersonating Webb, settled down in the swivel chair, leaning into the ergonomic back that seemed to indulge every bone in his body. He was able to pull himself out of his indulgence for a brief moment to power-up Stark's personal computer - or more accurately Ms. Potts' computer as the case may be. The computer warmed up at the blazing speed of anything manufactured under the Stark Industries label, The Chameleon was delighted when the computer greeted him as Anthony Edward Stark without demanding a password, made his life considerably easier.

The image of a hot rod materialized on the screen shortly thereafter. Ms. Potts really hadn't changed anything since Stark's death.

The Chameleon frowned, slotting a flash drive into the side of the computer. He'd had to bring one for this particular part of his task because despite the sleek lines of the Stark Industry's line of personal computers, getting one past security with no one the wiser would be too problematic, even for an individual with skills like his own. Instead, he would copy the data onto a flash drive, and then go over it at his own convenience with a fine-tooth comb. If he tried to do it now he might miss something, and The Chameleon was nothing if not thorough. While the files downloaded, The Chameleon wandered the office space leisurely, removing the occasional hard-bound tome from one of the shelves and skimming over a passage at random for the sake of it.

Of course, being exceptionally good at your occupation never meant one was infallible. Hence was the case when the heavy door to Stark's office creaked open and a flashlight beam cut through the darkness. The guard at the door noticed the individual standing among the stacks of books, and as trained, snapped, "Hey, you're not allowed to be in here."

The guard was holding a handgun along with his flashlight, while The Chameleon was holding a worn book with a deep crimson cover. The Chameleon's own handgun still rested on his hip, and any move he made to grab it would result in a bullet to the chest.

The guard took a half-step forward, likely assuming this trespasser would back down at the prospect of being shot. Instead, The Chameleon let his book drop to the floor, the sudden sound enough causing the guard to flinch slightly. Where the guard was beginning to feel the stress and confusion thoughts of why and how running through his head, The Chameleon was utterly calm and calculating.

The Chameleon lurched forward, grabbing the guard's pistol arm and forcing it up, removing himself from the line of fire. Instead of waiting for the guard to get his act together and retaliate, The Chameleon drove a booted foot into the side of the guard's knee. A loud crack followed by a scream filled the room as the guard's leg bent at an inhuman angle. The man collapsed to the floor, clutching his mutilated leg, The Chameleon silenced him with two bullets to the chest and a single to the center of the forehead. With fresh blood staining the formerly linen white carpet, The Chameleon had only a few short moments before more security would arrive.

The spy advanced back to the computer, acknowledging that his download was nowhere near complete but decided that to risk capture for a few more gigabytes of data wasn't in his contract. He'd be informing his employer of the inadequacies of their equipment, then again such shoddy workmanship was likely the whole reason for this little bout of industrial espionage. The Chameleon pried his data drive out of the computer, jammed it into his pocket, and turned to the large glass window overlooking the rest of Stark Industries New York branch. During daylight hours it must have been an astounding view, like a king standing tall above the peasant class. Being hours before the first rays of sunlight would explode over the horizon, The Chameleon was left observing a abyss of inky black darkness. The sound of boots could be heard wafting in from the hallway, likely indicating more heavily armed guards. The Chameleon targeted the giant window, snapping up his own handgun before firing off five rapid rounds, sending a spiderweb of cracks across the glass' surface with each impact. The heavier armored assault rifle wielding security personnel swarmed the room just in time for The Chameleon to shatter the massive window using the close-at-hand high backed swivel chair.

With a two finger salute, The Chameleon threw himself out the window into the darkness.

* * *

"Come on, now, repeat after me. I, insert your name here, am a big, purse-snatching jerk-face."

No response from the cocooned criminal.

The man in question was wrapped in a heavy layer of silvery-white webbing, and affixed to an alley wall. He was dressed in a dark green shirt with black horizontal stripes and a pair of heavy tan cargo pants, previously he'd also had a woman's purse in hand, but the man currently accosting him had torn it from his hands, webbed him to this wall, and then proceeded to mercilessly mock him.

The man accosting him, was clad in red-and-blue spandex and was at least a head shorter, which only served to make things all the much more demeaning. A pair of web fingers weaseled their way into the man's back pocket and returned with a leather wallet.

"I'm not going to have to return this too, am I? I mean, didn't anybody tell you it's not nice to steal people's things?" The vigilante thumbed open the wallet, quietly poking through it's contents, "Ah-ha," Spider-Man produced a plastic identification card and appeared to be scrutinizing it, though with a full face mask and bug-eyed lenses obscuring his face it was impossible to know for sure, "So, Mr...Baker. Or would you rather I call you Willy? William? Willy? Yeah, I think I'll stick with Willy," Spider-Man returned the contents of the wallet to their appropriate locations before affixing it to the exterior of the web cocoon, "So, I'm conducting a survey on why fine people like yourself, go down the long and lonesome road of crime and prison time. I mean, from what I hear, it's not even like the food's any good - and don't even get me started on the shower situation-"

"Spider-Man! Hands where we can see them!"

Spider-Man glanced down the alley, and indeed, there was an assortment of uniformed Police and a much more snappy dressed man, all packing pistols, and all pointing at him, "Huh, how'd I miss that.."

"Maybe if you weren't talking so much, you'd have heard 'em coming," Baker offered from his web cocoon. His toothy grin earned him a masked glare and a grumbled 'shut-up' from Spider-Man.

"Seriously, is this about the vigilante thing? I mean, com'on, this," Spider-Man gestures to Baker with a webbed hand, "This is like a citizens arrest. I just happen to have better fashion sense than your average New Yorker."

Baker snorted from his position on the wall.

"Seriously, webs are like the pinnacle of chic. Just ask all those goth chicks at the mall," Spider-Man snapped, though just as soon as the officer clad in a nice suit took a step forward, Spider-Man just as quickly dropped into a low, defensive stance, "I have webs! And I will not hesitate to web you!"

The man in the suit seemed unimpressed, "And I've got a gun. Along with all the people standing behind me. Don't make this any more difficult than it has to be."

"Agh! Dangit, fine, you win this round," Spider-Man muttered, taking a running leap over the man in the suit's head, landed on the roof of a car parked on the street, and waved goodbye before firing a webline and propelling himself out of sight down the street. By the time the officers in the alley had rushed out onto the sidewalk, Spider-Man was little more than a speck on the New York skyline.

Captain George Stacy pushed back his suit jacket, and slid his handgun back into it's holster next to his badge. The Captain glanced back at the webbed up Baker before gesturing to a nearby officer, "Carter, see if you can find something to cut our good friend down with," the officer let out an exasperated sigh, but turned to see about his task. Meanwhile, Stacy stepped toward the still quite webbed, Baker, "It's been a long time, Marko," Stacy said, "Almost thought I'd go a month without picking you up for something. Though usually you have grander motives than purse-snatching."

"I work for myself now," Baker replied.

Stacy crossed his arms across his chest, "That would explain oh-so much."

* * *

Spider-Man touched down on a gravel roofed building not far away, stalking over to a web ball containing his street clothes that he'd hidden in a darkened corner of the roof.

"Why can't people just understand I'm trying to help?" he asked himself rhetorically, ripping into the web ball, emptied the contents onto the gravel and selected his cell phone from the pile, "I mean, it's not like I'm a bad guy..."

Spider-Man put his phone to his ear, a soft dial tone in his ear as he waited for his Aunt to pick up. Instead he got left with her voicemail, "Uh, hey, Aunt May. Sorry I didn't call earlier, got caught up in some stuff and totally lost track of time, so don't worry about me for lunch, alright? I'll just, uh, pick something up on the way home. Alright? Love you, bye."

Spider-Man rebundled his things, though this time he fashioned a backpack of sorts out of the webby mess and slung it over his shoulder. With his belongings safely packed away, Spider-Man threw himself from the building, making his way over the midday traffic snarl by way of webs and managing to reach the Flatiron Building in record breaking time.

Spider-Man set aside his camera after removing the precious device from his web-backpack, and commenced with the awkward process of getting dressed on a rooftop in New York. He seriously did not need word getting out that he was some sort of exhibitionist, that would only serve to ruin what self-image he'd managed to cut out for himself.

The young man, fully dressed with his costume safely concealed under his clothes, and his actual muscular definition hidden by a baggy sweatshirt jacket, picked up his camera and made his way down the rooftop access staircase. His features were anything but extraordinary, aside from a layer of baby fat that still clung to his face and gave him a boyish appearance. The photographer ran a hand through his hair, trying to unmat it after a long period being crushed down by his mask. He finally reached the door to the Daily Bugle, his destination. He waited a moment at the door, listening for anything that might indicate someone was watching, reasonably assured that no one would spot him exiting the stairway he eased the door open and stepped out into the Daily Bugle.

He made his way through the offices, an expansive room populated by an armada of desks, copiers, and people hammering away at computer keyboards.

A voice penetrated the cacophony of noise, "Peter!"

The photographer, Peter, came out of his trance with a glorious, "Huh-wha?"

Seated at desk in front of the editor's office was a round faced brunette with a warm smile and compassionate eyes, compared to the man on the other side of the door her desk guarded, she was an angel. Betty Brant, as the brass nameplate on her desk labeled her, interrupted Peter's disjointed thought process, "You okay, Peter? You sort of spaced out for a minute."

"Uh, yeah, sorry," Peter said, "Just swung by to check if Jonah had anything for me."

"For the foremost authority on Spider-Man?" Betty asked with a smile, "I'm fairly certain you know what he wants from you."

"I just, uh, you know, branch out a little. Do something different," Peter explained.

In an instant, another photographer materialized at Peter's elbow. Tall with a well-defined, stout body-type, and spiked blonde hair - was Eddie Brock. Eddie nodded at Peter, "Hey Pete," he shifted to Betty, "Is Jonah in right now?"

The secretary nodded, "Jus-"

The door to the editor's office exploded outwards, the frosted glass window rattling like a dozen dropped piano keys when the door slammed into the wall. Tall with a flat top, a small mustache, and explosive temper, was J. Jonah Jameson, owner and editor of the Daily Bugle, "Ms. Brant, where in sam hell is-" the editor cast his gaze on Brock, who immediately stiffened under the scrutiny, "Brock! Just the man I wanted to see!" Noting Peter standing in front of his secretary's desk as well, Jonah's features darkened, "Parker! Unless you're selling pictures of that masked lunatic, Spider-Man, go find someone else to bother than my secretary! I run a business here, not a daycare service!"

The editor ushered Brock inside his office and closed the door, except that instead the door hit resistance. Jonah snapped his gaze downward to notice a foot trapped between his door and the jamb, just as he was about to shout the young photographer's name, Peter's face appeared in the gap, "Mr. Jameson, I'd like an assignment."

Jonah ran a large hand down his face, "I'm sure Spider-Man's off somewhere helping kittens out of trees-"

"I don't want to take pictures of Spider-Man, I want to do something different," Peter pleaded.

"Parker, you seem to be forgetting that you're a freelancer. An overpaid one at that. You take pictures of what _I _want. You want paid, you bring me pictures of Spider-Man," The editor sighed, massaging his jaw. By this point he was trying to formulate valid reasons to get the teenager out of his office since he seemed so determined not to leave, "I'm putting Brock on the Stark Industries demonstration, if you want to carry his camera bag, by all means, _go__. _But I'm not paying two photographers for one event, so unless your pictures include someone swinging on a web, _I __don__'__t __want __them_."

Jonah kicked Peter's foot out of the gap and slammed the door closed. The photographer let out a sigh, "I think that went better than expected."

Betty only smiled before returning to her typing.

* * *

The Stark Technology Expo was a biennial event where Stark Industries showed off their latest and greatest technology to the masses, typically it was held at the Stark owned convention center which itself was an expansive facility that put others to shame, but this year, Stark Industries planned to top themselves with the unveiling and first public flight of their XR-3 Joint Superiority Fighter. The goal was to bring together speed, power, maneuverability, all together in one stealth capable aircraft - if the military liked what they saw, it'd revolutionize aerial warfare.

Because of the need to actually get the plane airborne, the Expo this year had been split in two. The main meat of the Expo, as usual would take place at the convention center, while the flight of the XR-3 would be taking place at Francis S. Gabreski , an Air National Guard base roughly eighty miles outside of New York. Of course, being a Stark Expo meant the XR-3 would be making a pass over the convention center to top off the evening.

Considerable damage was done to Peter's wallet as he forked over the necessary currency for a bus ticket to and from the base ,while Brock's ticket was covered by the Bugle. Still, Peter had been saving up for the chance to see the XR-3 in action, he'd just hoped that Jameson would have _paid_ for his troubles. Obviously, the planets weren't aligned just right, and Peter's luck ran out.

"Flash still giving you trouble? I don't have to rough him up for you, do I?" Eddie asked with a grin.

Peter shook his head, "No, things are okay."

"Yeah. Okay. Cool," Eddie said, fidgeting slightly in his bus seat, the narrow seat being a bit uncomfortable for his large frame, "So, you ask Gwen out yet?"

If Peter had only been half-paying attention to their attempts at bus conversation to break up the drudgery of a two hour ride, that comment drug him back into focus, "What-? No, no, we're just friends," he hastily tacked on, "Good friends."

"Uh-huh," Eddie said with a grin, "I'll bet," having the common sense to shift gears to a safer topic, Eddie said, "But, hey, thanks for coming along with me. I know Jonah's not writing you a check for this, but I'll make it up to you, okay? Hell, I'll even go to that pizza place you like so bad."

"D'aw, you really do care," Peter joked.

The remainder of the two hour trip passed without major incident and the pair found themselves looking on at the world's most advanced fighter aircraft in existence. Of course, they were seemingly a quarter of a football field away behind a cordon with a wall of security personnel between them and the aircraft. Things had certainly tightened security wise since the break-in at Stark Industries main offices.

* * *

The Chameleon adjusted his sleeves, casting a casual glance over at the corpse in the corner as he took a knee to lace up his boots. They were uncomfortable, the man's feet were a little bit smaller than The Chameleon's own, but in every other way the man had a relatively similar body type. Hence why he'd picked the man in-question, the requirements for his disguise were simple. Simplicity, The Chameleon had found, paid dividends in the difference between success and failure.

The Chameleon stooped over the dead man, while the smart material of his mask shifted and altered until his features were indistinguishable to those of the man on the floor. A glance down at the nametag on his shirt pegged him as Quesada, and so Quesada stepped out of the building, descended the stairs out front, and began making his way across the runway back towards the XR-3 as it went through it's preflight checks.

The XR-3 pilot made his way out in front of the assembled crowd, flashing a snappy salute and a charming grin as he strolled past on the way to the XR-3. The maintenance team finished their work just as the pilot crawled into the cockpit. The maintenance crew began retreating to a safe distance as the fighter roared to life, except for Quesada. Quesada seemed to follow the group of workers, only to double back. The Chameleon fished a small ball of putty-like gray substance out of his overalls pocket and shoved it into the air in-take on the XR-3's fuselage, he finished jamming the detonator into the wad of semtex plastic explosives just as the leader of the maintenance crew tapped him on the shoulder.

The Chameleon couldn't hear the man's words over the roar of the jet, or his heavy ear protection. Judging his mission accomplished anyway and the nearest security forces too far away to adequately stop him, The Chameleon pulled his handgun, jammed it into the man's stomach, and pulled the trigger.

There was a collective gasp as the worker pulled a pistol and killed one of his compatriots. The body slumped against the man with the gun before he casually shoved the body aside and started to run. The military security instantly rushing across the tarmac in pursuit.

* * *

Eddie lowered his camera, "What the hell is going on?" He glanced to his left to locate Peter, and instead found his place vacated, "Pete?"

As the man slumped, Peter was already pushing through the crowds in pursuit of a dark corner to change in. The teenager tore his jacket off followed quite closely by his shirt and pants, kicking off his shoes as he yanked his mask down over his face. His gloves were pulled on in the midst of a superhuman leap that sent him over the crowd and onto the tarmac and he clamped his web shooters onto his wrists while in a dead sprint.

Spider-Man fired a webline from his left web shooter, and with a heavy tug yanked himself across the tarmac. He dashed up a wall, leading into the maze of buildings and hangars that dotted the base. His gaze settled on the one man making tracks away from the runway, who in all likelihood was the killer.

The Chameleon rounded another corner, intending on switching to a different disguise thanks to the small stash he'd left to aid in his escape. The guardsmen would continue to look for the wrong man and only once they found the body would they realize their mistake, and by then, The Chameleon would be long gone.

The Chameleon pulled the satchel out from it's hiding spot when a youthful voice broke his train of thought, "So, what, you like killing people in cold blood?"

"No," The Chameleon replied, "Just those people who get in my way."

The infiltrator turned, pulling his pistol up to fire only to see an empty alley behind him.

"Too slow," the disembodied voice said, the sound now stemming from just behind the Russian. The Chameleon threw a wild punch, only for Spider-Man to easily lean out of the way and deliver one quick punch of his own. That one punch being enough to stagger The Chameleon, who paused to wipe his lip of blood, "Done?" Spider-Man asked, "Don't make this harder than it has to be. Whatever your goal was, you failed, so just let me web you to the wall before I get really angry."

"Oh, by all means, please do," The Chameleon said, holding his hands up beside his head as he took a step backwards towards the wall, "It's not like you've actually c_hanged _anything, is it?"

Spider-Man shoved The Chameleon back against the wall, affixing the Russian's wrists to the wall with a layer of webbing. The vigilante's eyes narrowed as he stepped back-

-as an explosion rocked the other side of the airstrip.

Spider-Man snapped his gaze over to the dark plume of smoke rising into the sky, the sirens of rescue vehicles not far off in the distance. Spider-Man turned back to the Russian, blinked, and then rushed off in the direction of the smoke, bounding across the roofs of the various hangars and storage buildings as he made his way back towards the tarmac.

Perched on the side of the tower he was able to make out of the burning fuselage of the XR-3 prototype, rescue workers and fire trucks going about their work, "Oh, crap."

So much for Stark Industries one in a million super-jet.

* * *

Peter managed to sneak back to where his clothes were left scattered, his heart thundering in his chest like a freight train as he scrambled into his civvies. He dug his camera bag out of the notch where he'd stuffed it before jogging over to Eddie, who was still milling around with some of the soldiers and firefighters. As soon as Parker entered his peripheral vision, Eddie snapped around, "Jesus Christ, Peter, where the hell have you been? You just freakin' disappeared on me."

"Uh, yeah, I was just trying to get a better view. Kind of got swept up in the masses when everything went crazy," he lied, slumping his shoulders a bit, "Didn't even get any pictures to show for it."

"You're worried about pictures? Shit, Peter, I'm just glad you're not dead," Brock wrapped an arm around Peter's shoulder, leading him back towards their transport, "I don't even want to try imagining how I'd explain that one to your aunt."

* * *

With his wrists and ankles shackled together and dressed in a plain orange jumpsuit, The Chameleon cut a much less impressive figure than he had earlier. Without weapons or equipment he looked smaller, nothing like the men held in cells on either side of the hallway as The Chameleon was ushered along. The front guard branched off from their small chain of people, pushing the button by the door at the end of the hall to alert the guard monitoring security that they were coming in. The first guard cast his gaze up to the security camera overlooking the door, nodding in affirmation before the heavy door issued a series of clicks and rattles as the locks disengaged one after another. The door slid back into the wall, and the first guard gestured for The Chameleon to proceed.

The Chameleon complied, observing the small room with a keen eye before settling down in the only chair in the room. In the middle of the room sat a telephone on a simple stainless steel table, next to the table was a chair of the same material, the one that The Chameleon was currently seated in.

It didn't take a rocket scientist to put two and two together, so The Chameleon reached for the phone. It wasn't like he was going to fight off the two guards hovering over him while his limbs were shackled, nevermind further escape and evasion in his present state.

Sergei would not doubt enjoy the news of his brother's imprisonment.

The phone rang for a few moments, and then a gruff voice erupted on the other side of the line. A thin grin formed on The Chameleon's face as he spoke, "Sergei, it's Dmitri. Is it true you're still the greatest hunter on the planet? I believe I've found you a prey worthy of your talents."


	2. The Grizzly?

Our quaint little story starts little over a decade ago with a young wrestler named Maxwell Markham, and a hardworking newspaper writer by the name of J. Jonah Jameson. Within the wrestling community, Markham was a rising star with prospects of escaping the amateur circuit and graduating to the realm of professional wrestling.

Markham only had one little problem. You see, while he might have had a nearly flawless win-loss record, Markham was mean. Meaner than Crusher Hogan, meaner than any other wrestler in the local circuit. Word got around of his nature as a prima donna nature, but everyone sort of sidestepped the issue on account of Markham's ability to grapple, punch, and gouge his way through nearly any opponent sent after him.

Which led than more than a few 'friendly' bouts turning bloody. Illegal foreign objects in the ring, thumbs in eye sockets, and one incident where a wrestler lost a portion of his earlobe to a bite from Markham. And while Markham would always receive a punishment of sorts, it was always nothing more than a slap on the wrist at worst - perhaps he wouldn't be allowed to wrestle for a certain period of time - but nothing could keep Markham out of the ring for long.

That was until his Championship Heavyweight Title match, which resulted in the untimely death of wrestling legend, Bonesaw McGraw. Some say that McGraw's bravado, along with the fact that the aging wrestler wouldn't put away his spandex shorts and retire like a sane person played heavily in his demise. Still, most condemned Markham for his actions in the ring that fateful day.

In most company slamming a past-his-prime, middle-aged man into the corner turnbuckle hard enough that the crack of bone could be heard resounding through the arena - and that was before McGraw rolled off the turnbuckle and fell to the concrete floor - a drop of close to ten feet. Bonesaw was pronounced dead at the hospital, citing his fall to the concrete as the cause of death.

While Bonesaw's death was cited as a terrible accident musings around the industry demanded that something be done about Maxwell Markham. Within two months of the death of McGraw, Markham was effectively blacklisted by the wrestling community that had once welcomed him with open arms.

One of the main deciding factors in this change of heart by the wrestling industry came in the form of one scathing article written by a man of the name J. Jonah Jameson. The article scrutinized the industry for letting Markham's increasingly violent actions to be quietly swept under the rug. Now faced with a media disaster, Markham had to be unceremoniously dropped from the lineup and overnight found himself on the shitlists of just about every fight promoter around.

Lacking higher brain functions necessary to holding a steady job, Markham went underground, turning into a powerful contender in underground fighting tournaments held in grimy back alleys and dusty warehouses. Markham carved a bloody swath through his opponents, leaving contenders with broken bones and hefty surgery bills. And without the pesky rule book to get in his way, he only got more brutal as time went on. Eventually fighting Markham equated to leaving the ring with the assistance of a stretcher, instead of being a possibility - it became a probability.

Now armed with a couple thousand spare dollars, he makes his way into the seedier side of New York, the part of New York where a man can drop a couple thousand dollars under the right nose and walk out with a suit of hyper enhanced combat armor. With his amassed winnings and brilliant revenge scheme, Markham planned to do just that.

* * *

Inside an old television repair shop lies the Tinkerer. Phineas Mason isn't a particularly assuming looking gentleman. He looks to be in his early sixties with a pronounced bald spot causing his head to glint in the dim lights of his shop, perched on the end of his nose are a pair of spectacles and his clothing speaks more of post-retirement work than the manufacturing of high-tech equipment.

You see, Phineas Mason manufactures weapons for some of the most dangerous men in New York City. No one knows exactly when the Tinkerer set up his shop and started offering his services. Some think he might be an aged villain from the pre-modern age, a man who realized he'd make far more money manufacturing equipment then he would ever make robbing banks.

And despite the quaintness of his shop, it's true, the Tinkerer makes a killing off his work.

Case in point was his current client when all two-hundred and fifty pounds of Maxwell Markham came through the door. The massive former-wrestler took up a good portion of the tiny shop's front room, but the Tinkerer paid no real heed. Disassembled on the counter in front of the Tinkerer was a vibro-gauntlet. Seated in the corner giving the new arrival a once-over, was Herman Schultz, also known as the Shocker.

The Shocker was a high-tech criminal and a mechanical genius in his own right, but when his gauntlets needed spruced up to give him just a bit more juice - he went to the Tinkerer. Of course, being untrustworthy of other people touching his equipment he made a point of overseeing the work from the chair in the corner. He and the old man would shoot the shit for a couple of hours and he'd walk out with upgraded tech that would leave him smiling like a teenager getting a handjob from the star cheerleader.

Obviously dissatisfied with being ignored, Markham made a show of clearing his throat.

Schultz fidgeted in his seat while the Tinkerer continued to quietly piece the innards of the vibro-gauntlet back into a cohesive unit. The old man, without ceasing his work, gestured with his bald head to the bell situated on the counter, "The bell, if you would."

Taped to the counter just in front of the bell was a piece of faded yellow paper with the words, 'Ring for service' written in black magic marker. Markham scowled and slapped a massive hand down on the bell.

With the tinny ring still reverberating off the thin walls, the Tinkerer delicately set his tools down on the counter, arranging them in immaculate fashion before looking up at Markham. Adjusting his glasses he first glanced up at the massive man before glancing back down at his list of associates to consult with on this particular day, the Tinkerer looked up from his list, "Maxwell Markham, yes?"

"In the flesh," the wrestler replied, folding two arms the size of tree trunks across his chest in a display of his manliness. Phineas remained unimpressed. Markham continued grinning and said, "I heard you could hook me up with a suit. Somethin' to give me an edge, y'know?"

The Tinkerer nodded, easing himself out of his chair, "Please, follow me, if you would, Mr. Markham."

The pair crossed the threshold into the rear of the shop where the Tinkerer kept his stockpile of assembled weapons, gadgets, and armored suits that he was in the process of constructing, upgrading, or disassembling for parts. The old man paused to give Markham another look, "Are you looking for anything in particular?"

Markham nodded, "Yeah, I'm thinkin' - I'm thinkin' maybe...spikes. Skulls. Razor sharp claws, y'know, that sort of stuff. Stuff that'll scare the piss outta somebody. I wanna be scary."

"So, intimidation is an important trait to you," Phineas mentally noted, "Do you have particular price range to work from?"

"Ah, I got about three thousand bucks," the giant answered, producing a handful of crumpled bills from his pocket. When the Tinkerer nodded his silent understanding the wrestler shoved the money back into his pocket, "That's not gonna be a problem is it?"

"No, that won't be a problem at all. I have some equipment for those on a budget," the inventor replied, journeying farther into the clutter of assembled suits, eventually passing into the point where old equipment was laid to rest until someone new to the game came along looking for quality equipment on a budget.

Some of the aesthetic choices were a bit...odd to say the least. Equipment of every shape and size, manufactured for all number of individuals but never actually put to use on account of any number of reasons. Silently the Tinkerer appraised the equipment available while Markham surveyed the gear himself, eventually settling on a set of onyx armor with a grim-looking skull carefully etched into the metal. Also, the suit had an overabundance of spikes and overly ornate shoulder pads.

To be frank, it'd been the nineties when he'd been asked to construct that armor.

The only problem being that Markham was decidedly too large for the suit he was so enthralled with. It'd been designed with an average sized man in mind, not a hulking goliath. Which was going to present quite the challenge. Still, the Tinkerer was a businessman as well as an inventor and upgrader, so he had an ace up his sleeve.

"I think I have something that would suit your fancy just fine," the Tinkerer said, pushing a few containers and boxes out of the way to reveal a large suit tucked in the back of the room, "It's a powered exoskeleton, giving you the strength to lift almost fifteen tons. The gloves are affixed with razor sharp claws, just like the you wanted - and the whole unit is on sale for three thousand dollars."

Markham ambled over to ponder the suit. Despite the positives in terms of strength balanced by relatively low costs, Markham was stuck on the aesthetic choices concerning his possible new equipment, "It looks like a bear-suit," he stated rather matter-of-factly.

And indeed the exoskeleton did look like a bear, right down to the faux brown fur and cowl formed into the rough shape of a bear's head, snout and ears.

"The exoskeleton is concealed underneath," the Tinkerer pointed out.

"Still looks goofy," Markham murmured, "Do you have anything else for this price?"

"A man of your stature isn't exactly easy to outfit. Unless you want to request a custom build, but that will require extra time, and money," the old man emphasised, "If you want to leave with a combat-ready suit in your possession, I'm afraid this is the best I can offer."

Markham, clearly going over his options in his head took a moment to touch the fur, rubbing the material between his thumb and forefinger. With a sigh of defeat, Markham lowered his head, "I'll take it."

It took little more than twenty minutes before Markham was sent on his way with written instructions (with pictures) on his newly purchased super-suit and the Tinkerer was another three-thousand dollars richer.

With Markham at a safe distance down the road, Herman Schultz let out an exasperated groan of disappointment, already fishing into his trouser pocket for his wallet, "I cannot believe this."

"And you told me no one would be stupid enough to purchase the bear suit," Phineas said while the Shocker slapped down a wad of bills into the inventor's hand, "It would appear you were wrong."

* * *

J. Jonah Jameson pinched the bridge of his nose, "Parker, you're our Spider-Man expert. You begged me to go to this little shindig, and Spider-Man just so happened to appear - and you failed to get even a single picture? Tell me if I'm missing something in there."

Peter gulped, despite all his power, couldn't argue with facts, "No, Mr. Jameson, that's accurate."

"Wait, Parker, it gets better," Jonah continued with a toothy grin, gesturing with the smoldering butt of his cigar, "You're the only one who can seemingly get quality shots of Spider-Man in action, so I'm stuck running a stock photo! Do you know how that makes me look? This paper specializes in accurate reporting, especially about that wall crawling nutjob, Spider-Man!"

Peter had to scoff at the 'accurate' portion of that comment, but held his tongue.

"If we don't have a fresh picture, then this paper's no better than the Times, and that just won't do. I want pictures of Spider-Man, and I expect you to deliver. Is that a simple enough of a request?"

Peter opened his mouth to speak, but was cut off.

"Good, then we're in agreement. Now get out of my office before I start asking for rent, and don't come back until you've got me a stack of pictures worthy of the front page! And tell Ms. Brant to send in Brock on your way out," Jameson continued in the rapid-fire manner with which defined his character, puffing on his cigar as Peter quickly evacuated the office.

Safely on the other side of said door, Peter managed a crooked smile in Betty's direction, "Well, I think I've officially doomed myself to chasing a man in spandex, for the rest of my life."

Betty chuckled, and Peter was just about to make a snarky remark that would get his foot into the door in terms of setting up a possible date with J. Jonah Jameson's secretary. Sure, she was a little older than him by a couple years...but that hadn't hurt anyone before, right? But of course, thanks to the old Parker luck, just as soon as he opened his mouth for a witty quip - the back of his skull exploded with a tingling sensation. So rather than something that would make Betty want to grab coffee with him, he uttered, "Oh, crap."

The Bugle office elevator dinged and the doors slid open - to reveal a hulking man in an outlandish bear costume.

Okay, so maybe Peter's spider-sense was on the fritz at the moment. There was no way that this bear-dude was a legitimate threat to anything except his own dignity. Except when the Terrible Teletubby decided to grab a heavy wooden desk and chuck it across the offices.

Time seemed to slow down as Peter acknowledged the flying furniture with an aside glance and the teenager jumped forward, snatching Betty by the shoulders as the pair tumbled to the floor in a heap just as the desk hurtling through the air careened through the glass windows that made up one wall of Jameson's office. Jonah's shout of anger indicated he'd been unharmed by the wooden projectile and Peter shifted his gaze back to Betty, "Are you okay?"

The secretary managed a small nod.

"Alright, stay down, stay outta sight," he said, working to keep his voice low and steady. And as much as he really wanted to be this close to her - the circumstances were definitely not ideal, "I need to-" _Get better excuses_, he mentally berated himself, "-get help."

Betty's eyes played out an entire misty eyed conversation that was most certainly telling him not to run off and play hero - which considering the red and blue spider-suit he had concealed under his clothes - was his entire intention. The way she clung to his sleeve made him really regret great power and great responsibility dictating that he jump in to stop the nutjob in the bear costume.

Sometimes, he really just wished that spider bit somebody else. Make it their problem to fight off psychos in bear suits - he just wanted to huddle in the corner and piss himself like a normal human being.

Blasted spider genes.

* * *

Maxwell Markham, or Grizzly as he was now referring to himself as, had to admit that the Tinkerer knew how to put himself together a damn fine suit of armor. The fuzzy bear suit had gotten him more than a few chuckles at first, but tossing a solid wood desk across a room like it was a paper ball? That had shut people up real quick.

Now sufficiently sure he had everyone's attention, Grizzly made ready to make his announcement to the office, "I'm here for J. Jonah Jameson, he and I have a score to settle. If the coward would show his face, it'd save the rest of you a whole lotta of pain."

There was hushed bickering in the corner, one voice arguing against irrational action and another arguing that for the safety of his workers, irrational action _was _indeed rational. The whole thing played out like a soap opera as after several long moments, the editor himself arose from behind one of the desks.

The Grizzly snorted, the bastard still had the same mustache he had a decade ago.

Jameson navigated his way through the sea of desks and cowering employees, eventually standing before the mammoth that was Grizzly. Despite being about a foot shorter and a good two hundred pounds lighter, unarmed and without any powers - Jameson didn't look one bit intimidated. Which only served to give the Grizzly more reason to grind his teeth together.

"What do you want?" the journalist asked, forcing the words out before cutting himself off from saying more, "Whatever this is, it's between you and me. You don't take it out on my people."

"You ruined me, Jameson. What makes you think I give a damn about what happens to your staff?" Grizzly growled, drawing up to his full height and doing his damndest to make himself look more imposing. Judging from Jameson's response...it wasn't working.

"Look, I don't know who you are - but I've been in the newspaper business for twenty-five years, I've ruined my share of people," the editor retorted, "You're going to have to be a bit more specific if you want to ring any bells, fuzzball."

A massive clawed fist slammed into a nearby desk,shattering it down the middle and causing everyone in the room to jump. In fact, even Jameson took a half-step back, "You ruined me. I was going to make it to the professional level, I was getting somewhere. But _you_ had to blame me for what happened to Bonesaw. _You_ had to spread your lies and get me permanently banned from the sport! I was going to be somebody! People were going to remember me!"

Grizzly brought back his fist, preparing to eviscerate the newspaperman with one fatal strike. Except that something pulled taut and kept his arm from descending, and a mocking voice from behind him said, "Oh, don't worry. I'm pretty sure you'll be remembered quite well. I mean, it's not everyday that somebody attacks the Daily Bugle while dressed in a bear suit."

Grizzly snarled, glancing over his furry shoulder at a red-and-blue clad individual seated on the wall, a webline snaking from his gloved hand to the Grizzly's raised arm.

"Who the hell are you?" the former wrestler spat, before giving the quick-talking webslinger a second to reply Grizzly yanked his arm with the webline still attached, "Y'know what? It don't matter," Grizzly brought back his other fist while the web-head's adhesive properties meant he was ripped off his perch with bits of the wall and sent hurtling right for the furry villain's clawed fist, "'cause I'm gonna beat ya just the same!"

Spider-Man had just long enough to curse his bad luck before Grizzly's fist slammed into his jaw - sending him hurtling backwards. Tumbling wildly he slammed into a heavy desk shattering the wood before coming to rest, if it wasn't for his proportionate to a spider levels of durability - his face probably would have been paste rather than sporting a fresh bruise.

Then again, he might have still been paste if he hadn't rolled out of the way of Grizzly's wild leaping strike - which only served to shatter the desk into pieces under the furry onslaught.

"Okay, seriously, Yogi," Spider-Man quipped, springing out of his dodge straight into a punch. The spider-powered punch staggered the furry foe for a moment, giving Spidey time to deliver another fist to the Grizzly's chin, "I get that you're angry, but you don't need to take it out on these innocent people."

"No," Grizzly shouted with resolution, managing to snag Spider-Man by the shoulders, "I'll just take it out on you!"

"Not what I had in mind," Spidey murmured as the Grizzly brought him up off his feet before slamming the webslinger into the floor. The tile cracked and Spider-Man quickly recovered from the slam, "Okay, no more Mister Nice Spider," he drove a boot into the Grizzly's knee, dropping the former wrestler to the floor in pain, a follow-up kick slammed into the Grizzly's nose a moment later.

With the Grizzly still reeling from a kick to the face, a heroic bystander clobbered the criminal over the head with a nearby fire extinguisher.

Said heroic bystander turned out to be Jolly Jonah Jameson himself, which left Spider-Man rolling his eyes behind his mask as he pulled himself to his feet. By the time Spidey was on steady ground the editor was already jamming a finger into his chest, "I should have you arrested for vigilantism."

Okay, writing insulting things in the paper? Yeah, Peter could understand that from a business standpoint - sort of. But threatening the guy who just saved you from a giant bear attack? Peter couldn't really get behind that logic jump.

"W-what? I saved your life," Spider-Man said slowly, making sure to put heavy emphasis on every word so that maybe some thread of logic might permeate the editor's seemingly Adamantium skull, "And you're threatening to send me to jail? I'm pretty sure a thank you is in order."

"A thank you?! Your stupid antics wrecked my business!" Jonah retorted, gesturing to the results of the confrontation, "And I'm sincerely doubting you'll be sending a check in the mail to pay for the damages."

"Hey, I'm not the Fantastic Four, I'm not rolling in the money," Spider-Man countered, "But seriously, saved your life," and then his spider-sense decided to kick in once again. At first, Spidey thought Jameson had decided to throw a punch - but found himself quite wrong. No, what he thought was a firmly unconscious idiot in a bear suit - was really just a momentarily stunned idiot in a bear suit, "Ah, crap."

Spider-Man was in motion before Jameson could get in another word about damages and Spidey's inability to be held accountable due to his mask - and with a grin - shoved the editor out of the way and tackled Grizzly before the villain could bring his claws down on the unsuspecting editor, "Uh-uh-uh, none of that now," going with a gut feeling that if he sufficiently gooped Grizzly's eyes with some webbing the bear-themed lunatic would be unable to successfully retaliate, "Now just be a good little homicidal maniac in a stupid costume and give up peacefully," and so he did just that, applying a layer of webbing to obscure the Grizzly's vision.

Which nearly instantly turned out to be a mistake.

Because now instead of a brain dead bear-man flailing wildly, he was now dealing with a brain dead bear-man flailing wildly who happened to also be blind. So in hindsight, not one of Peter's best gut feelings.

With Spider-Man kicked off the Grizzly's chest landing just outside of the man's reach, "Hey, you keep this up and there won't be any porridge! You hear me? No porridge for you!"

Grizzly, still blind but still able to judge sounds, charged forward. Warned in ample time thanks to his spider-sense, Spidey jumped over the Grizzly with a flashy frontflip, firing a pair of weblines at poor Ben Urich's desk and giving the lines a hearty yank. The desk hurtled across the room, slamming into the Grizzly's back - and ultimately accomplished next to nothing.

"Okay, seriously, I keep hitting you with heavy stuff," Spider-Man muttered to himself, ducking out of the way of a series of wild swings from Grizzly, "Why aren't you falling down?"

While Grizzly tried to pry the layer of webbing from his face, Spidey noted a quiet clicking sound coming from the gaudily dressed villain. It reminded him on a level of the sound made when a gear became stuck and wouldn't rotate properly while another gear continued to futilely try to spur it into action.

Then again, it probably sounded like that because his deduction was actually the case.

Of course, Spider-Man not being omniscient, didn't know this for fact but had to follow up on this new hunch. Hopefully more successfully than last time. Then again, peeling Grizzly's suit away on the off-chance it was the source of his powers was a lot more well thought out plan then just blinding the guy.

With Grizzly still dealing with the webbing on his face (which had by this point also become affixed to his hands, further deepening his conundrum), Spidey jumped up and affixed himself to the large man's back, "Alright, you overgrown rodent - it's time for this weird bear fetish of yours to end. I'm the only one allowed to dress up in colored long johns and pretend to be an animal," Spider-Man rambled, seizing hold of the thick fabric before pulling his hands apart, tearing a large gap in the back of the suit, "You are wearing underwear under this, right?"

Grizzly, realizing that the spider-themed vigilante was likely getting close to the more delicate internals of his exoskeleton, took the time to slam his back into whatever he could find (with Spider-Man still clinging to his back like a frightened koala) but failed to budge the web-wearing hero. Though he did manage to give Spider-Man a hell of a headache.

With one more heave, Spider-Man managed to tear the furry suit just far enough to expose some decidedly mechanical components.

While the teenaged hero couldn't quite wrap his head around why anyone would build an armored exoskeleton that could give it's wearer super human strength - and then cover it in a godawful bear costume - he didn't hesitate to identify the suit's power pack, "Well, this looks semi-important," the wall-crawler tore the power pack from it's housing and flashed it in front of the Grizzly's face, "This _is_ important, right?"

With the suit shutdown due to a lack of power, power also reserved in some quantities to keep the suit _standing_ - without it, Markham toppled forward onto the floor. Now he was just a man trapped in his own stupid outfit because the gears that served to give the suit it's strength were now immobile due to a lack of battery power to run them while Markham lacked the required strength to physically force the limbs to move.

"Well, that's sort of disappointing," Spider-Man mused, making sure to prep Grizzly for the police before making his exit. Retreating to a nearby building to change back into his meek and mild Peter Parker persona, Peter quickly beat tracks back to the Bugle to check-in and make sure everything was alright. Jameson was understandably angry about the crazy wrestler obliterating a portion of his office along with Spider-Man who only showed up as a publicity stunt - where Jonah got this from was anybody's guess. Betty broke through the crowd of police, enveloping him in a hug that surprised him. He honestly wasn't expecting her to be that concerned for his well-being.

"I was _so_ worried about you, I thought something might have happened, I didn't see you out on the street," she said, her gaze averted for a moment before drifting back to his face - where her eyes widened, "Peter, what happened to your face?"

"My face?" _Wait_, he remembered, getting cold-clocked by Mr. Bear-rage, he probably had a heck of a bruise forming along his jaw. Now his brain had to rapidly shift gears and come up with a quality lie to explain away his injury, "I - I tripped while I was trying to get out of the building."

There, a Grade-A, high-quality, totally reasonable and totally not pitiful lie that would explain away the bruise perfectly while leaving no room for doubt or thoughts that would somehow end with Betty correctly assuming he was Spider-Man. Yes sirree, this lie was foolproof.

Totally foolproof...

….she was totally going to see through this lie within a second.

"Wow, Pete, you _really are_ a klutz."

Gorramit.

Bruce Wayne never had to spend his time explaining away all his bruises and scrapes, so why did Peter Parker get saddled with these kind of problems?

Oh, right.

Parker Luck.

_- A note from Dryskim -_

_Okay, let's be honest, this chapter took me way too darned long to complete. _

_Primarily because I'm a lazy bum, but also because this wasn't my first draft of this chapter. No sirree, originally this chapter was going to serve as an introduction to Doctor Octopus - obviously, as you can see by my use of General D-Lister, Grizzly (who is indeed a real villain, consult the Marvel Comics Database if you don't believe me) Doctor Octopus was not the opponent of this chapter. Next chapter will include a more mainstream, albeit still C-List villain in the spotlight, but I just found the silliness of Grizzly too good to pass up._

_My goal is that hopefully in the future my updates will be on a more consistent rotation, and that this story will at least last long enough to follow through my laid out chapters, so I'm aiming high, roughly twenty chapters._


End file.
